Cream together:

8 oz. cream cheese
1/2 c. butter
1 c. powdered sugar

Blend 2 boxes instant vanilla pudding with 3 cups milk. Add 1 large tub Cool Whip and blend. Add to creamed mixture and blend.

Take the frosting off chocolate Oreo cookies and put cookies in blender to make dirt.

Put dessert in glass lined flower pot and cover with cookie dirt. Add bouquet of artificial flowers with stems wrapped in Saran Wrap. Or put a little cookie dirt in bottom of 9 x 13 pan, put in filling and cover with cookie dirt. Bury Gummy worms under the dirt, if desired.

Children enjoy this imaginative dessert around Halloween, but some adults may not get the joke.